Effective Time; Closing Date. The closing of the Merger and the other Transactions (the “Closing”) shall take place at the offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (local time) on the date that is the second Business Day after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), or at such other time, date or location as the parties hereto shall mutually agree. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” On or before the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”).
Appears in 1 contract
Samples: Transaction Agreement (S1 Corp /De/)
Effective Time; Closing Date. The closing of the Merger and the other Transactions (the “Closing”) shall take place at the offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (local time) on the date that is the second Business Day after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject Subject to the satisfaction or waiver thereof), or at such other time, date or location as the parties hereto shall mutually agree. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” On or before the Closing Dateterms and conditions of this Agreement, the parties hereto Company and Merger Sub shall cause the Merger to be consummated on the Closing Date by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA Delaware (the date and "Certificate of Merger"). The Merger shall become effective at such time of such filing of as the Certificate of Merger (is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be agreed stated by each of the parties hereto and specified in the Certificate of Merger) being Merger (the “"Effective Time”"). The closing of the Merger (the "Closing") shall take place at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, xx 00:00 x.x., Xxx Xxxx City xxxx, xxx Xxxxxxxx Xxxx xxxxx xxx xate on which the last of the conditions set forth in Article VI shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or on such other date, time and place as the Company and Buyer may mutually agree in writing (such date on which the Closing actually occurs being referred to herein as the "Closing Date").
Appears in 1 contract
Effective Time; Closing Date. Upon the terms and subject to the conditions of this Agreement, the Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in substantially the form attached hereto as Exhibit F (the “Certificate of Merger”) and all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be stated in the Certificate of Merger (the “Effective Time”). The closing of the Merger and the other Transactions (the “Closing”) shall take place at the offices of Xxxxx DayXxxx LLP, Seaport West, 000 Xxxx 00xx Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxxxxxx 00000, at 9:00 a.m. (10:00 a.m., local time) , on the date that is the second no later than two Business Day Days after the satisfaction or waiver date on which the last of the conditions set forth in Article VIII VII shall have been satisfied or waived (other than those any such conditions which that by their terms are to nature cannot be satisfied until the Closing, which shall be satisfied or waived as of the Closing but subject (to the satisfaction or waiver thereofextent permitted by applicable Law) waived at the Closing), or at on such other timedate, date or location time and place as the parties hereto shall Company and Buyer may mutually agree. The date upon which the Closing actually occurs is referred to herein as agree (the “Closing Date.” On or before the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”).
Appears in 1 contract
Effective Time; Closing Date. The closing of the
(a) Parent, Merger Sub and the other Transactions (the “Closing”) shall take place at the offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (local time) on the date that is the second Business Day after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), or at such other time, date or location as the parties hereto shall mutually agree. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” On or before the Closing Date, the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") with to be delivered on the Closing Date (or on such other date as Parent and the Company may agree in writing) to the Secretary of State of the State of Delaware, Delaware for filing as provided in such form as is required bythe DGCL, and executed in accordance withshall make all other deliveries, the relevant provisions of filings or recordings required by the DGCL and in connection with the DLLCA (Merger. The Merger shall become effective on the date and time of such filing of on which the Certificate of Merger (or such later time as may be agreed by each is duly filed in accordance with the provisions of Section 251 of the DGCL, or on such other later date as is agreed upon by the parties hereto and specified in the Certificate of Merger, and at the time specified in the Certificate of Merger or, if not specified therein, by the DGCL, and such time on such date of effectiveness is hereinafter referred to as the "Effective Time."
(b) The closing of the Merger (the "Closing") will take place at 10:00 A.M., Pacific Time, on a date to be specified by the parties, which shall be no later than two (2) Business Days after satisfaction or waiver of all of the conditions set forth in Article VI (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Xxxxxxx Coie LLP, 0000 XX Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxx, unless another time, date or place is agreed to in writing by the parties hereto (such date on which the Closing is to take place being the “Effective Time”"Closing Date").
Appears in 1 contract
Samples: Merger Agreement
Effective Time; Closing Date. Subject to the terms and conditions of this Agreement, the Company and Merger Sub shall cause the Merger to be consummated on the Closing Date by filing a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly filed in accordance with the provisions of Section 251 of the DGCL, or at such later time as may be stated by the parties in the Certificate of Merger (the “Effective Time”, and the date that includes the Effective Time, the “Effective Date”). The closing of the Merger and the other Transactions (the “Closing”) shall take place at the offices of Xxxxx DayEdwards Angell Palmer & Dodge LLP in Boston, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Massachusetts, at 9:00 a.m. (local time) on 10:00 a.m., Bostox xxxx, xxx Xxxxxxxx Days after the date that is on which the second Business Day after the satisfaction or waiver last of the conditions set forth in Article VIII VI shall have been satisfied or waived (other than those conditions which that by their terms nature are to be satisfied or waived as of at the Closing Closing, but subject to the satisfaction or waiver thereofof those conditions), or at on such other timedate, date or location time and place as the parties hereto shall Company and Buyer may mutually agree. The agree in writing (such date upon on which the Closing actually occurs is being referred to herein as the “Closing Date.” On or before the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and the DLLCA (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”).
Appears in 1 contract
Effective Time; Closing Date. The closing of the (a) Parent, Merger Sub and the other Transactions (the “Closing”) shall take place at the offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (local time) on the date that is the second Business Day after the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions which by their terms are to be satisfied or waived as of the Closing but subject to the satisfaction or waiver thereof), or at such other time, date or location as the parties hereto shall mutually agree. The date upon which the Closing actually occurs is referred to herein as the “Closing Date.” On or before the Closing Date, the parties hereto Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with to be delivered on the Closing Date (or on such other date as Parent and the Company may agree in writing) to the Secretary of State of the State of Delaware, Delaware for filing as provided in such form as is required bythe DGCL, and executed in accordance withshall make all other deliveries, the relevant provisions of filings or recordings required by the DGCL and in connection with the DLLCA (Merger. The Merger shall become effective on the date and time of such filing of on which the Certificate of Merger (or such later time as may be agreed by each is duly filed in accordance with the provisions of Section 251 of the DGCL, or on such other later date as is agreed upon by the parties hereto and specified in the Certificate of Merger) being , and at the time specified in the Certificate of Merger or, if not specified therein, by the DGCL, and such time on such date of effectiveness is hereinafter referred to as the “Effective Time.”
(b) The closing of the Merger (the “Closing”) will take place at 10:00 A.M., Pacific Time, on a date to be specified by the parties, which shall be no later than two (2) Business Days after satisfaction or waiver of all of the conditions set forth in Article VI (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Xxxxxxx Coie LLP, 0000 XX Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxx, unless another time, date or place is agreed to in writing by the parties hereto (such date on which the Closing is to take place being the “Closing Date”).
Appears in 1 contract
